Includes steps involved in establishing a local office.
Last Published: 6/20/2019

There are two options for businesses interested in establishing an office in Spain: incorporating a subsidiary or establishing a branch. Both options have full legal status and their profits are taxable in Spain. It is recommended that companies obtain legal advice to aid in the process.

  • A subsidiary can be one of the following: a corporation, a public limited-liability company (Sociedad Anónima, SA) or a private limited company (Sociedad de Responsabilidad Limitada, SL or SRL).

  • The structure of the SA is better suited for larger operations and the SL for smaller.

  • Corporations (S.A.) and limited liability companies (S.L.) are similar in that the shareholders are not liable for the company's debts and are limited to their contribution. The main differences between these entities are:

    • Capital (EUR 60,000/USD 70,860 minimum versus EUR 3,000/USD 3,543);

    • The number of founding members (three versus two);

    • Flexibility permitted at general meetings, transfer of shares and management of an S.L.


The steps to legally establish a branch are:

  • Register company name:  Applications are made at the Central Mercantile Registry. The certification is valid for two months.

  • Declare the investment to the Spanish Ministry of Economy and Competitiveness.

  • Notarize public deed of incorporation.

  • Pay asset transfer tax and legal proceedings document tax: These taxes are for new incorporations (roughly one percent of capital stock).

  • Request a tax identification number (locally called NIF – Número de Identificación Fiscal): This must be done within 30 working days from the signing of the public deed. The NIF must be used within six months of application.

  • Register the company in the Mercantile Registry: This is done at the corporate registry corresponding to the company’s official address. On average, it takes two months to complete registration. The Spanish Government and local chambers of commerce have created the “Ventanilla Unica” (One Stop Shop) to simplify the process of setting up a business in Spain.

    
The Spanish Ministry of Economy and Competitiveness website, Invest in Spain, has specific chapters addressing “Establishing a business in Spain” and “Company and Commercial Law”.  Information in English on how to open a business, or establish an office is available at:  Invest in Spain, Setting up a Business

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